Joseph Story

“ Did Delaware ever enter into any compact or agreement that any man should pass the canal toll free, or on payment of toll in Philadelphia? Or did she ever agree that any man should pass the canal through her borders, without being liable to that attachment law which was passed by her in 1770; and was in full force when the charter of this company was granted? That act authorizes any plaintiff in a judgment to attach the goods, chattels, rights, credits, or effects of any defendant whatsoever ”

“ No by-law could be made to appoint an officer to collect tolls in Philadelphia. Such a by-law would not only have been in contravention of the attachment laws of the state, but of the charter itself. A by-law may regulate, but cannot alter the constitution of a corporation. (m) A by-law cannot take away a right, or impose any unwarrantable restraint on the exercise of it; (n) and a by-law must be reasonable. But a regulation to direct the payment of toll in Philadelphia, would be unreasonable and unjust ”

“ In 1829, John Randell, Junior, the defendant in error, instituted an action of covenant against the Chesapeake and Delaware Canal Company, in the superior court of the state of Delaware, on certain articles of agreement entered into between him and the defendants, relative to the making of a canal to unite the waters of the river Delaware with those of the Chesapeake Bay, and to pass through the states of Delaware and Maryland. The Chesapeake and Delaware Canal Company were incorporated by laws passed by the states of Pennsylvania, Delaware and Maryland ”

“ Yet while they claim a constitutional jurisdiction over all the corporations in the world, so far as regards the debtors of those corporations found within their limits; the objection comes from that state against the constitutionality of the jurisdiction of Delaware over her own domestic corporation; a corporation to which she gave leave to be, and which without her assent could never have existed: a corporation more than three-fourths of whose canal lies within her acknowledged limits ”

“ Randell therefore is protected not only by the general law of the land, but by the very by-laws of this corporation, against payments in Philadelphia; and it is insisted that the plaintiff in error is bound by the established rule, that 'the restrictions upon the power of the agents or officers of a corporation, contained in the act of incorporation, every person dealing with the company is bound to notice. ”

“ In this way the company may establish what would be equivalent to a discriminating duty in favour of the commerce of Philadelphia, and cut up the commerce of Baltimore: the very thing which the charter intended to prohibit. They may thus agree with every man passing from Philadelphia to wait for the toll; while they rigorously enforce payment on all coming from Baltimore. They may grant this indulgence only to those who trade from the favoured city.
If it be pretended that they have the power to do this under the general authority given them to lessen the tolls ”

“ It is sufficient to bring the case within the provisions of the twenty-fifth section of the judicial act, if the record shows, that the constitution or a law or a treaty of the United States, must have been misconstrued, or the decision could not have been made ”

“ Another act was passed in 1829, before this canal was opened for navigation, making the 'tolls due, and to become due,' on this canal, liable to attachment; but the court below, as the opinion is understood, expressly declared, in giving judgment on these cases, that this act was declaratory and gave no new power.
Any and every contract in fraud or in contravention of law is void; (j) and so are all contracts which tend to prevent the due course of justice. (k) The payment in Philadelphia, by Shoemaker, was a payment in fraud of the law ”

“ No person is allowed to interfere with the agents or officers of the company in the performance of their duties on the canal. Should reasonable ground of complaint occur against such officers or agents, either by unnecessary delays or improper conduct, it will be immediately redressed, on information being lodged at either of the offices of the company. ”

“ In that case it clearly appeared, that the construction of a treaty was before the state court; and that it was decided that the right of the party was not protected by the treaty. This court affirmed the decision of the state court. ”

“ The section then goes on to provide that no other error shall be assigned or regarded as a ground of reversal in any such case as aforesaid, than such as appears upon the face of the record; and immediately respects the beforementioned questions of validity or construction of the said constitution, treaties, statutes, commissions or authorities in dispute. ”

“ That this is the true explanation of this case, does not admit of controversy. In the very next case, Williams v. Norris, 12 Wheat. 117, 124, 6 Cond. Rep. 462; where this very expression, in Miller v. ”